DGM Minerals Corp. Signs Definitive Agreement to Acquire
Self-Storage Properties in Poland and the Czech Republic
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan 10, 2014) - DGM
Minerals Corp. ("DGM" or the "Company") (TSX-VENTURE:DGM) is
pleased to announce, further to its news release issued November 5,
2013, that it has entered into a definitive share purchase
agreement dated January 9, 2014 (the "Share Purchase Agreement"),
under which DGM has agreed to purchase all of the issued and
outstanding shares of five companies which, collectively, own and
operate five self-storage stores in Poland and the Czech Republic
(the "Assets"). In conjunction with the Share Purchase Agreement,
DGM also entered into an asset purchase agreement dated January 9,
2014 (the "Asset Purchase Agreement") with Mr. Guy Pinsent, under
which DGM acquired the exclusive right to purchase the Assets from
the vendors. Prior to executing the agreements, DGM conducted
extensive financial and legal due diligence respecting the Target
Companies and the Assets.
When consummated, the transaction will make DGM the largest
self-storage chain in Central Europe, a region which management
believes is poised for substantial short and long term growth in
the self-storage sector.
DGM's President and CEO, Peter Smith, continues to express a
great deal of enthusiasm for the proposed transaction: "We've spent
a lot of time and resources assessing this opportunity for DGM and
we continue to feel that it has outstanding potential. Self-storage
is an attractive sector to be in, and this particular opportunity
gives us five established self-storage businesses, all
purpose-built or renovated specifically for self-storage, and all
in central, inner-city locations where real estate values are
expected to grow. We also feel there is a significant growth
opportunity for self-storage in Central and Eastern Europe, given
that a city like Warsaw, for example, with a population close to
that of Toronto, has only two self-storage stores, both of which we
will acquire under the transaction. However, there still remains a
lot of work to be done before the transaction can be closed.
Management will continue to update the market as we progress."
The proposed transaction will be a "change of business"
transaction ("COB") under the policies of the TSX Venture Exchange,
and accordingly requires the approval of DGM's shareholders. In
conjunction with the transaction, DGM will consolidate its current
issued and outstanding shares on a 10:1 basis (the "Consolidation")
and will change its name to "Less Mess Storage Inc." Prior to
pursuing the transaction that is the subject of this news release,
DGM was listed under the Mining Industry segment, focused on
exploring the Notamiche Property in Quebec. In June 2013, DGM
determined that it wasn't in its best interests to continue to
expend resources on the property. Following completion of the
transaction and the acquisition of the Assets, DGM will be listed
on the TSX Venture Exchange under the Industrial Industry
Segment.
The Share Purchase Agreement
The vendors under the Share Purchase Agreement are Selvaag
Eiendom A.S. and Selvaag Self-Storage A.S. (the "Vendors"), each
incorporated under the laws of Norway. Each of the Vendors is owned
by Selvaag Gruppen A.S., out of Norway. DGM is acquiring five
companies (the "Target Companies") under the Share Purchase
Agreement: three companies incorporated in Poland (Krakowska House
Sp. z o.o., Torunska House Sp. z o.o. and City Self-Storage Sp. z
o.o.) and two companies incorporated in the Czech Republic (Selvaag
Evropska Building A.S. and City Self-Storage S.R.O.). All of the
issued and outstanding shares of Krakowska House Sp. z o.o.,
Torunska House Sp. z o.o. and Selvaag Evropska Building A.S. (which
are property holding companies) are owned by Selvaag Eiendom A.S.
All of the issued and outstanding shares of City Self-Storage Sp. z
o.o. and City Self-Storage S.R.O. (which are operating companies)
are owned by Selvaag Self-Storage A.S. Collectively, the five
companies being acquired operate five self-storage stores, two of
which are in Warsaw, Poland, and three of which are in Prague,
Czech Republic.
Under the Share Purchase Agreement, DGM will acquire the Target
Companies for an aggregate purchase price of 14,000,000 Euros,
7,000,000 Euros of which is payable on closing, and 7,000,000 Euros
of which will be Vendor financed through DGM's assumption of
existing debt owed by the Target Companies to the Vendors.
The 7,000,000 Euros of existing debt has been divided into two
equal facilities (A and B) of 3,500,000 Euros each. Facility A will
bear interest as follows: for three years from the closing date,
the interest rate shall be three-month Euribor plus 2.5%, but in no
case shall it exceed 5.0%; and following three years from the
closing date until the maturity date (five years after the closing
date), the interest rate shall be three-month Euribor plus 8.0%.
Facility B will bear interest as follows: for three years from the
closing date, the interest rate shall be 5.0%; and following three
years from the closing date until the maturity date (five years
after the closing date), the interest rate shall be three-month
Euribor plus 8.0%. The principal on the facilities shall be repaid
as follows: 125,000 Euros on each facility on the first and second
anniversaries after closing; 400,000 Euros on each facility on the
third and fourth anniversaries after closing; the remaining
principal on the fifth anniversary after closing. The existing debt
will be secured by a first charge against the four freehold
properties owned by the Target Companies.
The Share Purchase Agreement provides that closing of the
transaction must occur within 60 days of the date of the Agreement;
provided however that the Vendors have agreed to extend the closing
date for reasonable administrative delays or to receive TSX Venture
Exchange approval of the transaction, as long as DGM has
demonstrated by no later than February 15, 2014 that it has secured
financing of no less than 7,000,000 Euros to close the
transaction.
Upon executing the Share Purchase Agreement, DGM paid a 100,000
Euro deposit to the Vendors. Under the Agreement, if the
transaction fails to close because DGM fails to secure necessary
financing, the deposit will be forfeited to the Vendors. If the
transaction fails to close for any other reason, the deposit will
be returned to DGM.
The Assets
The Assets being acquired by DGM are five self-storage stores,
each of which has been operating for at least five years. The five
stores are operated by the Vendors under the name "City
Self-Storage" and will be re-branded by DGM to "Less Mess Storage".
Two of the five stores are in Warsaw, Poland, and three are in
Prague, Czech Republic. In the case of four of the five stores, DGM
will also be acquiring the attached real estate on which such
stores operate. The fifth store operates in a leased property and
the lease agreement is due for renewal in 2022.
Warsaw Stores
The Target Companies own and operate two stores near the centre
of Warsaw, Poland: the Krakowska store and the Torunska store.
The Krakowska store is four kilometres from Warsaw's city center
and its lot is approximately 26,000 square feet. The self-storage
facility was built in 2006, and has 695 rental storage rooms with a
combined self-storage area of approximately 25,000 square feet. The
self-storage areas include a retail space and office. The
self-storage section of the building has four levels, and there are
two additional levels of rental office space above the storage
area, with a separate entrance and elevator. The building also has
an underground parking garage with 43 parking spaces. Average
occupancy of the Krakowska store over the past 12 months to
December 13, 2013, has been 93%.
The Torunska store is eight kilometres from Warsaw's city
center. The lot is approximately 32,000 square feet. The
self-storage facility was built in 2007 and has 747 rental storage
rooms with a combined self-storage area of approximately 30,000
square feet, as well as a retail area. The self-storage section of
the building has three levels, and the outdoor parking lot has 12
parking stalls. Average occupancy of the Torunska store over the
past 12 months to December 13, 2013, has been 80%.
Prague Stores
The Target Companies have three stores located in Prague, Czech
Republic: the Holesovice store, the Dejvice store and the Pankrac
store. The Holesovice store and the Dejvice store are owned by the
Target Company, while the Pankrac store is a leased property.
The Holesovice store is three kilometres from Prague's city
center and its lot is approximately 85,000 square feet. The
original buildings on the site are comprised of a three level main
building and a two level sub-building. These buildings were
constructed in 1951 but were then converted through an extensive
renovation for self-storage purposes in 2002. There are 556 rental
storage rooms with a combined self-storage area of approximately
54,000 square feet and a retail space. These buildings also house a
storage area for ancillary products sold by the Target Companies
throughout the Czech Republic and Poland, and an open plan office
area for central staff, a marketing coordinator and financial
controller, both handling Poland as well as the Czech Republic.
Average occupancy of the Holesovice store over the past 12 months
to December 13, 2013, has been 80%.
The Dejvice store is the newest store of the five operated by
the Target Company. It is located five kilometres from Prague's
city center and its lot is approximately 30,000 square feet. The
self-storage facility was built in 2008 and has 635 rental storage
rooms with a combined self-storage area of approximately 28,000
square feet. The self-storage section of the building has six
levels, and the outdoor parking lot has 34 parking stalls. Average
occupancy of the Dejvice store over the past 12 months to December
13, 2013, has been 67%.
The Pankrac store is the only store of the five that is not
owned by the Target Companies. The leased facility is located three
kilometres from Prague's city center and consists of three floors
of a car parking garage, converted to self-storage use in 2002, and
a retail area. The Pankrac store has 633 rental storage rooms with
a combined self-storage area of approximately 25,000 square feet.
The self-storage section of the building has three levels, and the
outdoor parking lot has ten parking stalls. Average occupancy of
the Holesovice store over the past 12 months to December 13, 2013,
has been 87%.
Financial Information Respecting the Assets
The audited total revenue for all five stores for the 12 months
ended September 30, 2013 was $4,155,513, with an unaudited EBITDA
for the same period of $2,104,273. Total assets of the Target
Companies as of September 30, 2013 were $18,963,990 (audited), and
the net book value of the tangible assets of the Target Companies
were $16,869,072 (audited), split between tangible assets of $8.4m
in Poland and $8.5m in the Czech Republic.
Self-storage revenues for the Target Companies (collectively)
have grown 20% over the past three years and EBITDA has grown
36%.
The Asset Purchase Agreement
Under the Asset Purchase Agreement, DGM acquired from Pinsent
the exclusive right to purchase the Assets from the Vendors, which
exclusive right Pinsent had secured under a letter agreement dated
as of October 29, 2013. DGM will also acquire other assets that
Pinsent has obtained or developed with respect to his proposed
acquisition of the Assets, including certain intellectual property
respecting the business to be conducted following the successful
acquisition of the Assets (i.e. the "Less Mess" brand and
intellectual property).
The consideration payable under the Asset Purchase Agreement is
the issuance of 2,300,000 post-Consolidation DGM common shares, as
follows: Pinsent will receive 1,300,000 shares; Peter Smith (DGM's
President and CEO) will receive 600,000 shares; Michael Raven
(DGM's Corporate Secretary) will receive 200,000, and two arm's
length parties will receive 100,000 shares each.
The Asset Purchase Agreement is conditional on DGM completing
the Consolidation, Pinsent being appointed to DGM's board of
directors and approval of the transaction by DGM's board, DGM's
shareholders (if required) and the TSX Venture Exchange.
Financing
To finance its acquisition of the Target Companies and the
Assets, DGM intends to raise between $12,000,000 and $15,000,000 in
a private placement financing. DGM has executed an engagement
letter with Euro Pacific Canada ("EuroPac") under which EuroPac
will conduct a "best efforts" private placement offering of up to
$15,000,000 (subject to an over-allotment option to increase the
size of the offering by up to 15% of the base offering size). As
compensation, EuroPac will receive: a work fee of $25,000 (plus
HST); a cash fee equal to 7% of the aggregate gross proceeds of the
financing; and compensation options to acquire the number of
securities of DGM as is equal to 7% of the aggregate gross proceeds
of the financing. The compensation options shall be exercisable for
a period of twenty-four (24) months from closing at an exercise
price equal to the issue price of the DGM shares under the
offering.
Board of Directors
It is anticipated that following the acquisition of the Target
Companies and the Assets, Guy Pinsent and Robin Greenwood will be
elected to DGM's board of directors.
Guy Pinsent is an entrepreneur with a background in investment
banking (Citibank London, branded consumer team with clients
including Bacardi, Diageo and British American Tobacco), the
British Foreign Service and real estate investment and development.
Mr. Pinsent was formerly a partner at Personal Storage, a private
British self-storage business, at the time the sixth largest in the
UK, before focussing on the self-storage opportunity in Poland and
neighboring markets. Mr. Pinsent's real estate experience includes
head of business development at Colliers International Poland, and
consulting to a wide range or investors and developers. Mr. Pinsent
assisted on the financing, development and sale of Helical Poland's
'Europa Centralna' retail park, an investment of EUR 115 million
delivering 720,000 square feet of retail space (Phase 1), one of
the largest retail developments in Europe. Mr. Pinsent was educated
at Eton College and Cambridge University (Economics MA), lives in
Warsaw and speaks fluent Polish.
Robin Greenwood is the current CEO of Storage King UK, an 18
store self-storage chain with stores throughout the United Kingdom.
He is also currently the director and treasurer for the UK
Self-Storage Association. He was formerly CEO for Extra Space
Europe, a Vice President for Shurguard UK and director of sales and
marketing for Access Self-storage. Mr. Greenwood has been a senior
executive in self-storage for over 25 years, working for some of
the world's largest operators during that time.
It is anticipated that Michael Anderson and Thomas Lamb, both
current board members of DGM, will not seek re-election at the
meeting of DGM's shareholders to be held to approve the transaction
that is the subject of this news release.
Further Transaction Details
Further details regarding the transaction will be provided in a
Management Information Circular which will be mailed to
shareholders of DGM in connection with the meeting of such
shareholders to be called to approve the transaction and will be
accessible under DGM's SEDAR profile at www.sedar.com shortly
following the mailing. DGM plans to give notice of the meeting in
January 2014, mail the Management Information Circular in February
2014 and hold the meeting in March 2014. The transaction is
expected to close shortly after the meeting.
Completion of the transaction is subject to a number of
conditions, including TSX Venture Exchange acceptance and
disinterested Shareholder approval. The transaction cannot close
until the required Shareholder approval is obtained. There can be
no assurance that the transaction will be completed as proposed or
at all.
Investors are cautioned that, except as disclosed in the
Management Information Circular to be prepared in connection with
the transaction, any information released or received with respect
to the COB may not be accurate or complete and should not be relied
upon. Trading in the securities of DGM Minerals Corp. should be
considered highly speculative.
The TSX Venture Exchange has in no way passed upon the
merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
About the
Company
DGM Minerals Corp. is a Vancouver-based company and has its
common shares listed on the TSX Venture Exchange. For further
information, please refer to the Company's filings on SEDAR
(www.sedar.com) or contact the Company by telephone at
778.999.7030.
ON BEHALF OF THE BOARD
Peter Smith, President and CEO
This update contains "forward-looking information" that is based
on the Company's current expectations, estimates, forecasts and
projections. This forward-looking information includes, among other
things, the Company's business, plans, outlook and business
strategy. The words "may", "would", "could", "should", "will",
"likely", "expect," "anticipate," "intend", "estimate", "plan",
"forecast", "project" and "believe" or other similar words and
phrases are intended to identify forward-looking information.
Forward-looking information is subject to known and unknown
risks, uncertainties and other factors that may cause the Company's
actual results, level of activity, performance or achievements to
be materially different from those expressed or implied by such
forward-looking information. Such factors include, but are not
limited to: uncertainties related to the ability of the Company to
obtain or maintain an interest in a suitable business, property or
properties, changes in economic conditions or financial markets;
changes in prices for the Company's products or increases in costs;
litigation, legislative, environmental and other judicial,
regulatory, political and competitive developments; technological
or operational difficulties; and labour relations matters.
This list is not exhaustive of the factors that may affect our
forward-looking information. These and other factors should be
considered carefully and readers should not place undue reliance on
such forward-looking information. Except as required by law, the
Company disclaims any intention or obligation to update or revise
forward-looking information, whether as a result of new
information, future events or otherwise.
NEITHER THE TSX-VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE
TSX-VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
DGM Minerals Corp.778.999.7030
(TSXV:DGM)
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